Business for Social Responsibility. Consolidated Financial Statements. December 31, 2012 (With Comparative Totals for 2011)

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1 Business for Social Responsibility Consolidated Financial Statements (With Comparative Totals for 2011)

2 TABLE OF CONTENTS Page No. Independent Auditor's Report 1-2 Consolidated Statement of Financial Position 3 Consolidated Statement of Activities 4 Consolidated Statement of Functional Expenses 5 Consolidated Statement of Cash Flows 6 Notes to Consolidated Financial Statements 7-14

3 INDEPENDENT AUDITOR'S REPORT The Board of Directors Business for Social Responsibility San Francisco, California We have audited the accompanying consolidated financial statements of Business for Social Responsibility and subsidiaries ("BSR"), which comprise the consolidated statement of financial position as of, and the related consolidated statements of activities, functional expenses and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Business for Social Responsibility and subsidiaries as of, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Summarized Comparative Information We have previously audited BSR's 2011 consolidated financial statements, and our report dated July 16, 2012 expressed an unmodified opinion on those audited financial statements. In our opinion, the summarized comparative information presented herein as of and for the year ended December 31, 2011, is consistent, in all material respects, with the audited financial statements from which it has been derived. May 30, 2013 Armanino LLP San Ramon, California - 2 -

5 Consolidated Statement of Financial Position (With Comparative Totals for 2011) ASSETS Current assets Cash and cash equivalents $ 2,379,363 $ 2,486,522 Restricted cash 232, ,787 Receivables, net of allowance for doubtful accounts of $42,569 and $60,432 at and 2011, respectively 3,617,821 4,095,232 Grants receivable 166, ,584 Prepaid expenses 227, ,878 Total current assets 6,623,335 7,189,003 Lease deposits 427, ,936 Fixed assets, net 1,297, ,264 Total assets $ 8,348,891 $ 8,005,203 LIABILITIES AND NET ASSETS Current liabilities Accounts payable and accrued liabilities $ 443,602 $ 1,168,121 Accrued salaries and related benefits 686,935 1,290,878 Deferred revenues 4,381,331 3,702,439 Deferred rent, current 64,325 20,346 Capital lease obligations, current 61,960 40,512 Total current liabilities 5,638,153 6,222,296 Deferred rent, non-current 556, ,596 Capital lease obligations, non-current 29,906 34,566 Total liabilities 6,224,398 6,393,458 Net assets Unrestricted 1,048,238 1,121,377 Temporarily restricted 1,076, ,368 Total net assets 2,124,493 1,611,745 Total liabilities and net assets $ 8,348,891 $ 8,005,203 The accompanying notes are an integral part of these consolidated financial statements

6 Consolidated Statement of Activities For the Year Ended (With Comparative Totals for 2011) Temporarily Unrestricted Restricted Total Total Support and revenues Consulting revenues $ 12,968,462 $ - $ 12,968,462 $ 11,399,898 Conferences and seminars 2,029,800-2,029,800 1,982,191 Membership dues 3,366,937-3,366,937 3,055,843 Government grants 904, ,298 1,088,076 Foundation grants - 1,043,048 1,043, ,552 Contributions - 257, ,765 2,100 Interest income 2,428-2,428 1,180 Other income 15,085-15,085 11,430 Donated services 652, , ,134 19,939,763 1,300,813 21,240,576 18,846,404 Net assets released from restrictions 714,926 (714,926) - - Total support and revenues 20,654, ,887 21,240,576 18,846,404 Expenses Program services 15,382,881-15,382,881 15,393,255 Management and general 5,203,348-5,203,348 3,351,524 Fundraising 141, ,599 51,476 Total expenses 20,727,828-20,727,828 18,796,255 Change in net assets (73,139) 585, ,748 50,149 Net assets, beginning of year 1,121, ,368 1,611,745 1,561,596 Net assets, end of year $ 1,048,238 $ 1,076,255 $ 2,124,493 $ 1,611,745 The accompanying notes are an integral part of these consolidated financial statements

7 Consolidated Statement of Functional Expenses For the Year Ended (With Comparative Totals for 2011) Program Management Services and General Fundraising Total Total Salaries $ 6,300,695 $ 2,257,686 $ 95,602 $ 8,653,983 $ 8,515,004 Payroll taxes and benefits 1,907, ,854 16,192 2,543,228 2,026,419 Temporary help 17, , ,725 64,837 Hiring costs 167,967 58,060 2, ,467 29,792 Staff development 31,705 30,441-62,146 37,473 Contractors/professional services 2,081, ,258-2,766,512 2,739,459 Travel 1,095, ,064 15,222 1,275,203 1,024,220 Marketing 15,802 40,281-56,083 44,432 Production costs 535,605 58, , ,569 Conferences/workshops 642,174 33, , ,149 Rent and occupancy 932, ,940 6,212 1,087, ,428 Office supplies and equipment 108, , , ,443 Information systems 243,577 76,173 2, , ,613 Copying, postage and delivery 14,529 25, ,824 35,504 Taxes 189,879 9, , ,235 Insurance 5,708 83,432-89,140 90,790 Bad debts expense 37, ,332 27,652 Miscellaneous 74, , ,873 19,843 Donated services 652, , ,134 Total expenses before depreciation and amortization 15,054,666 5,138, ,848 20,331,883 18,570,996 Depreciation and amortization expense 328,215 64,979 2, , ,259 Total expenses $ 15,382,881 $ 5,203,348 $ 141,599 $ 20,727,828 $ 18,796,255 The accompanying notes are an integral part of these consolidated financial statements

8 Consolidated Statement of Cash Flows For the Year Ended (With Comparative Totals for 2011) Cash flows from operating activities Change in net assets $ 512,748 $ 50,149 Adjustments to reconcile change in net assets to net cash provided by operating activities Depreciation and amortization 395, ,259 Loss on disposal of property and equipment 6,798 13,314 Changes in operating assets and liabilities Receivables, net 477,411 (551,651) Grants receivable ,543 Prepaid expenses 70,056 (53,094) Lease deposits (49,884) (259,546) Accounts payable and accrued liabilities (724,519) 165,581 Accrued salaries and related benefits (603,943) 391,886 Deferred revenues 678, ,803 Deferred rent 463,722 81,055 Net cash provided by operating activities 1,227, ,299 Cash flows from investing activities Change in restricted cash (89,489) (142,787) Purchase of fixed assets (1,174,245) (236,201) Net cash used in investing activities (1,263,734) (378,988) Cash flows from financing activities Principal payments on capital lease obligations (71,182) (59,971) Increase (decrease) in cash and cash equivalents (107,159) 432,340 Cash and cash equivalents, beginning of the year 2,486,522 2,054,182 Cash and cash equivalents, end of the year $ 2,379,363 $ 2,486,522 Supplemental disclosure of cash flow information Interest paid $ 4,123 $ 2,791 Taxes paid $ 146,991 $ 62,443 Non-cash investing and financing activities Acquisition of property and equipment through capital lease $ 87,970 $ 71,566 The accompanying notes are an integral part of these consolidated financial statements

9 Notes to Consolidated Financial Statements 1. Description of the Organization A leader in corporate responsibility since 1992, Business for Social Responsibility, Inc. ("the Organization"), a nonprofit organization, works with its global network of more than 250 member companies to develop sustainable business strategies and solutions through consulting, research, and cross-sector collaboration. With six offices in Asia, Europe, and North America, the Organization uses its expertise in the environment, human rights, economic development, and governance and accountability to guide global companies toward creating a just and sustainable world. Visit for more information. 2. Summary of Significant Accounting Policies Basis of consolidation The consolidated financial statements include the Organization and its wholly-owned subsidiaries in Guangzhou, China and Paris, France and its branch in Hong Kong (together, "BSR"). Transactions from all entities have been properly reflected in the consolidated financial statements. All significant intercompany transactions have been eliminated in consolidation. Basis of accounting The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America applicable to nonprofit organizations. Basis of presentation Financial accounting standards require nonprofit organizations to classify net assets in the accompanying consolidated statement of financial position and consolidated statement of activities in three classes of net assets based on the existence or absence of donor imposed restrictions. Unrestricted Net Assets represent the portion of net assets that is neither temporarily nor permanently restricted by donor-imposed stipulations. These net assets are intended for use by management and the Board of Directors for general operations. BSR reports temporarily restricted revenue or support received in the same period in which the restrictions have been met as temporarily restricted revenue and a release from restriction. Temporarily Restricted Net Assets represent the portion of net assets for which use is limited by donor-imposed stipulations that either expire by passage of time or can be fulfilled and removed by actions of BSR

10 Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies (continued) Basis of presentation (continued) Permanently Restricted Net Assets represent the portion of net assets for which use is permanently limited by donor-imposed stipulations that neither expire by passage of time nor can be removed by actions of BSR. There are no permanently restricted net assets at. Cash and cash equivalents Cash and cash equivalents consist of funds in checking accounts, money market accounts, and short-term certificates of deposit with original maturities of three months or less. Cash of $232,276 was restricted at. Receivables Receivables are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is maintained, based on past experiences and other known circumstances. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Grants receivable Grants receivable consist of amounts due from foundations and government entities under costreimbursable agreements. At, management believes this amount is collectible; therefore, no allowance for doubtful accounts has been provided on grants receivable. Fixed assets BSR capitalizes additions of fixed assets on the date of acquisition in excess of $1,000 cost or fair value, if donated. Depreciation is computed on the straight-line method over estimated useful lives of two to three years for IT equipment and software, and seven years for furniture. Leasehold improvements are amortized over the lesser of the estimated useful life of the respective assets or the related lease term. Revenue recognition Consulting revenue is recognized as earned. On fixed fee contracts, if billings are submitted prior to the revenue being earned, the amount is recorded as deferred revenue and recognized when earned

11 Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies (continued) Revenue recognition (continued) Conference and seminar revenue is recognized when the event is held. Amounts received prior to the events are recorded as deferred revenue. Revenue from membership dues is deferred and recognized over the periods to which the dues relate. Membership dues are available for the general programs of BSR unless specified for company member credit. Member credit is offered to certain member categories that entitles members to tailored benefits up to 30% of their dues. Unused member credit is recognized as dues revenue at the end of the member's dues year. Government funded contracts are recognized as revenue as related expenses are incurred. Cash received in advance of expenditures is classified as deferred revenue. Contributions are recorded at their fair value and are recognized as revenue when the donor makes an unconditional promise to give. Unconditional promises to give are recognized as revenue and receivables in the period in which notification of the promise is received. Donor-restricted contributions are reported as increases in temporarily or permanently restricted net assets depending on the nature of the restrictions. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the consolidated statement of activities as net assets released from restrictions. Donated services Non-cash donations are recorded as contributions at the fair value of the gift at the date of the donation. Contribution revenue and a related expense is recorded for donated services at the fair value of those services if the services create or enhance nonfinancial assets or require specialized skills, are performed by people with those skills, and would otherwise need to be purchased if not donated. Noncash contributions received during the year ended consist primarily of donated professional services. Functional allocation of expenses The costs of providing the various programs and other activities have been summarized on a functional basis in the consolidated statement of activities. Accordingly, certain costs have been allocated among the programs and supporting services based on management's estimates. The remaining costs are charged directly to the appropriate functional category

12 Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies (continued) Income taxes The Organization has been granted tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, under Section 1(d) of Title II of the District of Columbia Department of Finance and Revenue Code, and under Section 2370l(d) of the California Revenue and Taxation Code and generally is not subject to state or federal income taxes. Taxes are paid on unrelated business income which arises from certain consulting services. The Organization had no engagements that qualified as unrelated business in The subsidiaries and Hong Kong branch of the Organization are all subject to income taxes in foreign jurisdictions. The Chinese subsidiary is a wholly-foreign-owned enterprise and the French subsidiary is a 1901 Association. Income tax expense is provided for based on management's estimates of tax liability in those jurisdictions. Tax expense recorded for foreign jurisdictions during 2012 was $168,022. In 2011, BSR began reviewing and assessing tax positions taken or expected to be taken against the more-likely-than-not recognition threshold and measurement attributes for recognition on the consolidated financial statements. BSR's policy for evaluating uncertain tax positions is a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more-likely-than-not that the position will be sustained upon audit, including resolution of related appeals or litigations processes, if any. The second step is to measure the tax benefit or liability as the largest amount that is more than 50% likely to be realized or incurred upon settlement. As the Organization is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and is generally not subject to federal or state income taxes, the tax positions taken or expected to be taken by the Organization have not had a material impact on the consolidated financial statements. Concentrations of credit risk BSR deposits cash with one financial institution. Such amounts may at times exceed Federal Deposit Insurance Corporation limits. To date, BSR has not experienced any losses in these accounts. Receivables consist primarily of unsecured amounts due from companies and foundations. Credit risk is mitigated by the number of companies and foundations comprising the receivable balance. An allowance for doubtful accounts is also maintained

13 Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies (continued) Use of estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and revenue and expenses, as well as contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. The key estimates that require significant judgment by management include the allocation of functional expenses, allowance for doubtful accounts, useful lives of long-lived assets, and the short term and long term nature of assets and liabilities. Prior year information The consolidated financial statements include certain prior year summarized comparative information in total but not by net asset class. Such information does not include sufficient detail to constitute a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with BSR's consolidated financial statements for December 31, 2011 from which the summarized information was derived. Certain amounts in the 2011 comparative totals have been reclassified to conform to the 2012 consolidated financial statement presentation. Subsequent events BSR evaluated subsequent events for recognition and disclosure through May 30, 2013, the date the consolidated financial statements were available to be issued. 3. Fixed Assets Fixed assets consisted of the following at : Software development $ 121,150 IT equipment 518,399 Furniture and fixtures 418,413 Leasehold improvements 815,626 1,873,588 Less: accumulated depreciation and amortization (575,852) $1,297,736 Depreciation and amortization expense for the year ended was $395,945.

14 3. Fixed Assets (continued) BUSINESS FOR SOCIAL RESPONSIBILITY Notes to Consolidated Financial Statements Included in IT equipment are assets under capital leases amounting to $159,536 and the related accumulated amortization of $53,637 as of. 4. Temporarily Restricted Net Assets Temporarily restricted net assets are available for the following programs at : Funder Grant Description Disney HERfinance $ 210,019 Rockefeller Brothers Fund Supply Chains for Carbon Breakthroughs 188,947 Rockefeller Foundation Idea Generation for a Sustainable Future 145,052 GE Foundation Various grants 240,452 Avery Dennison Foundation Community Engagement Support 39,630 Levi Strauss Foundation Various grants 95,430 Primark HERfinance 12,500 LiFung HERfinance 12,500 Various contributors HERhealth 131,725 $1,076, Capital Leases During 2012, the Company entered into additional long term capital lease agreements to finance the acquisition of additional capital equipment (primarily computer hardware) valued at $87,970 based upon the present value of future minimum lease payments. The capital lease agreements require monthly payments ranging from $50 to $2,260, including interest rates ranging from 3.13% to 4.17%, and expire at various dates through January The related assets secure these capital lease agreements. As of, the Company had outstanding borrowings of $91,866 relating to these capital lease agreements. Interest expense on the capital lease agreements amounted to $4,123 for the year ended

15 Notes to Consolidated Financial Statements 5. Capital Leases (continued) Future payments required under the capital leases at are as follows: Years Ending December 31: 2013 $64, , , , ,429 Less: interest portion (3,563) 91,866 Less: current portion (61,960) $29, Operating Leases In April 2012, BSR entered into a noncancelable office space lease for its headquarters located in San Francisco California. The lease has a term of 7 years, beginning April 1, 2012, and expiring March 31, The lease calls for monthly payments of $32,610 during the initial year and increases annually by $858 per month on the anniversary of the rent commencement date. As part of the lease agreement, the landlord has provided BSR with tenant improvement allowances of $388,800. BSR recognizes rent expense on a straight line basis. BSR also maintains additional offices and leases in New York, New York; Washington D.C.; Guangzhou, China; Beijing, China; Shanghai, China; Shenzhen, China; Hong Kong; and Paris, France. Future minimum lease payments under operating leases, having remaining non-cancellable lease terms in excess of one year as of, are as follows: 2013 $ 926, , , , ,894 Thereafter 754,634 Total minimum operating lease payments $4,714,978 Rental expense under all operating leases for the year ended was $1,057,

16 Notes to Consolidated Financial Statements 7. Retirement Plans The Organization sponsors a 401(k) salary deferral plan for eligible U.S. employees. Participants may make contributions to the plan. There were no contributions to this plan made by the Organization in On August 1, 2004 BSR established a voluntary salary deferral plan for the Chief Executive Officer ("Participant") under IRC Section 457(b). During 2012, employer contributions to the plan totaled $22,398, including $5,398 of catch up payments related to The Participant is immediately vested in employer contributions. 8. Related Party Transactions BSR receives revenues from companies that employ members of the Board of Directors. For the year ended, BSR recognized revenues that totaled approximately $126,000 in membership fees, $635,000 in consulting fees, $125,000 in conference sponsorships, and $22,000 in conference registrations from such companies. Total amounts receivable from these companies was $95,000 at. 9. Commitments and Contingencies Certain grants and contracts require compliance with various requirements. Failure to comply with these requirements could results in disallowance of costs and potential repayment to the sponsor(s). However, management considers the likelihood of a need to return funds to sponsors to be remote. 10. Subsequent Events Subsequent to year end, BSR and another organization established a limitada in Brazil. The limitada is expected to operate as a joint venture between BSR and its partner

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